| Mon 9 Apr 2001, 0:00 | | Sentry - Proposed Disposal And Further Cautionary |
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Sentry Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1989/006287/06)
("Sentry" or "the company")
PROPOSED DISPOSAL OF THE ENTIRE BUSINESS UNDERTAKING OF SENTRY AND FURTHER
CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Further to the cautionary announcement published on 2 March 2001, Standard
Corporate and Merchant Bank ("SCMB") is authorised to announce that Sentry has
concluded a binding agreement, subject to the fulfilment of certain conditions
precedent, with ADT Fire and Security plc ("ADT"), a wholly owned subsidiary of
Tyco International Limited ("Tyco"), in terms of which ADT or its nominee will
acquire the entire business undertaking of Sentry, for a total consideration of
approximately R627 million, to be settled in cash ("the disposal"). It is
estimated that shareholders will receive approximately 350 cents per share in
cash as a result of the disposal, as set out in paragraph 3 below.
2. INFORMATION ON THE PURCHASER
Tyco, with a primary listing on the New York Stock Exchange, is a diversified
manufacturing and service company. Tyco is the world's largest manufacturer
and servicer of electrical and electronic components; the world's largest
designer, manufacturer, installer and servicer of undersea telecommunications
systems; the world's largest manufacturer, installer and provider of fire
protection systems and electronic security services, and the world's largest
manufacturer of flow control valves. Tyco also holds strong leadership
positions in disposable medical products, diagnostic imaging, bulk
pharmaceuticals, wound closure, plastics and adhesives. Tyco operates in more
than 100 countries and had fiscal year 2000 sales of US$28,9 billion. On 6
April 2001, Tyco had a market capitalisation of US$75,6 billion.
ADT is the UK's leading installer and provider of electronic security and fire
protection systems and services with fiscal year 2000 sales of over US$0,5
billion and over 500 000 residential and commercial customers.
3. MECHANICS
The disposal will be implemented by means of a disposal in terms of Section 228
of the Companies Act, 1973 (Act 61 of 1973), as amended. If the disposal is
approved by Sentry shareholders and if the other conditions precedent, as set
out in paragraph 4 below, are fulfilled, the disposal will result in the sale
being completed and the resulting cash proceeds, estimated to be approximately
350 cents per Sentry share, being distributed to Sentry shareholders as an
advance liquidation distribution as part of a members' voluntary winding-up of
the company and Sentry's listing on the JSE Securities Exchange South Africa
("JSE") being terminated.
4. CONDITIONS OF THE DISPOSAL
The disposal is subject to the following suspensive conditions:
- the approval of the disposal in general meeting by the requisite majority of
Sentry shareholders;
- the approval of the South African competition authorities; and
- the approval of the JSE, the Securities Regulation Panel ("SRP"), and other
regulators as necessary.
5. OPINIONS AND UNDERTAKINGS
5.1 Sentry has appointed SCMB to assist it with the disposal and to consider
the terms and conditions of the disposal.
5.2 Certain shareholders, including some directors of Sentry, representing
approximately 44% of Sentry's issued share capital, have undertaken irrevocably
to vote in favour of the resolutions necessary to effect the disposal and the
voluntary winding-up.
6. CASH CONFIRMATION
The SRP has received confirmation that ADT has the necessary resources
available to implement the disposal.
7. FURTHER ANNOUNCEMENT
A further press announcement detailing, inter alia, all the terms of the
disposal, and including the salient dates and times, the financial effects of
the disposal and the necessary opinions, will be made in due course.
Accordingly, shareholders are advised to continue to exercise caution when
dealing in the company's securities until a further announcement is made.
Johannesburg
9 April 2001
Merchant bank and lead sponsor to Sentry
Standard Corporate and Merchant Bank
(A division of The Standard Bank of South Africa Limited)
(Registration number 1962/000738/06)
Corporate law advisers and consultants to Sentry
Edward Nathan and Friedland (Pty) Ltd
(Registration number 1999/026464/07)
Joint sponsor to Sentry
Barnard Jacobs Mellet
Corporate Finance
Financial advisor to ADT
Merrill Lynch International
Registered in England
Registration number 2312079
Attorneys to ADT
Bell Dewar & Hall Attorneys
